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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
UCI MEDICAL AFFILIATES. INC.
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(Name of Issuer)
Common
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(Title of Class of Securities)
902633-10-6
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(CUSIP Number)
Robert A. Leichtle, I-20 at Alpine Road, Columbia, S.C., 29219 (803) 788-3860
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 15, 1995
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP NO. 902633-10-6 PAGE 2 OF 7
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Blue Cross and Blue Shield of South Carolina
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3. COMMISSION USE ONLY
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4. SOURCE OF FUNDS*
AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
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8. SHARED VOTING POWER
1,897,351
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9. SOLE DISPOSITIVE POWER
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10. SHARED DISPOSITIVE POWER
1,897,351
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,897,351
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.0%
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14. TYPE OF REPORTING PERSON*
CO
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SCHEDULE 13D
CUSIP NO. 902633-10-6 PAGE 3 OF 7
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Companion HealthCare Corporation
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3. COMMISSION USE ONLY
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4. SOURCE OF FUNDS*
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
1,897,351
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8. SHARED VOTING POWER
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9. SOLE DISPOSITIVE POWER
1,897,351
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10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,897,351
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.0%
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14. TYPE OF REPORTING PERSON*
CO
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Schedule 13D Page 4 of 7 Pages
Item 1. Security and Issuer
Common stock of UCI Medical Affiliates, Inc., 6128 St. Andrews Road,
Columbia, South Carolina (the "Issuer").
Item 2. Identity and Background
A. Blue Cross and Blue Shield of South Carolina ("BCBS") is a mutual
insurance corporation organized under the laws of the State of South Carolina.
Its principal business is group health insurance. Its address is I-20 at Alpine
Road, Columbia, South Carolina 29219. The executive officers and directors of
BCBS are:
(1) M. Edward Sellers, I-20 at Alpine Road, Columbia, South Carolina
29219. Mr. Sellers is the President and Chief Executive Officer and
a Director of BCBS.
(2) Thomas G. Faulds, I-20 at Alpine Road, Columbia, South Carolina
29219. Mr. Faulds is Executive Vice President of BCBS.
(3) Robert A. Leichtle, I-20 at Alpine Road, Columbia, South Carolina
29219. Mr. Leichtle is the Senior Vice President and Treasurer of
BCBS.
(4) Helen E. Clawson, Charleston, South Carolina. Mrs. Clawson is an
attorney and a director of BCBS.
(5) Harry R. Easterling, Bennettsville, South Carolina. Mr. Easterling
is an attorney and a director of BCBS.
(6) Paul F. Foerster, Spartanburg, South Carolina. Mr. Foerster is
retired and a director of BCBS.
(7) E. Erwin Maddrey II, Greenville, South Carolina. Mr. Maddrey is
President of Delta Woodside Industries, Inc. (a Greenville, South
Carolina textile manufacturer) and a director of BCBS.
(8) Leo R. Maguire, Lancaster, South Carolina. Mr. Maguire is retired
and director of BCBS.
(9) Robert D. Mathews, Greenville, South Carolina. Mr. Mathews is
retired and a director of BCBS.
(10) Robert V. Royall, Jr., Columbia, South Carolina. Mr. Royall is
Chairman of the Board of NBSC Corporation (a Columbia, South
Carolina bank holding company) and a director of BCBS.
(11) Joseph F. Sullivan, Camden, South Carolina. Mr. Sullivan is retired
and Chairman of the Board of Directors of BCBS.
(12) John M. Trask, Jr., Beaufort, South Carolina. Mr. Trask is Chairman
of First Carolina Corporation (a Beaufort, South Carolina, real
estate developer) and a director of BCBS.
(13) E. Craig Wall, Jr., Conway, South Carolina. Mr. Wall is President
of Canal Industries, Inc., (a Conway, South Carolina forest products
company) and a director of BCBS.
B. Companion HealthCare Corporation ("Companion") is a corporation
organized under the laws of the State of South Carolina. Its principal business
is the operation of a health maintenance organization and it is a wholly-owned
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Schedule 13D Page 5 of 7 Pages
subsidiary of BCBS. Its address is I-20 at Alpine Road, Columbia, South Carolina
29219. The executive officers and directors of Companion are as follows:
(1) M. Edward Sellers, I-20 at Alpine Road, Columbia, South Carolina.
Mr. Sellers is Chairman of the Board of Directors and President of
Companion.
(2) Thomas G. Faulds, I-20 at Alpine Road, Columbia, South Carolina.
Mr. Faulds is Executive Vice President and a director of Companion.
(3) Harvey L. Galloway, Jr., I-20 at Alpine Road, Columbia, South
Carolina. Mr. Galloway is Senior Vice President, Chief Operating
Officer and a director of Companion.
(4) Robert A. Leichtle, I-20 at Alpine Road, Columbia, South Carolina.
Mr. Leichtle is the Treasurer and a director of Companion.
(5) Joseph F. Sullivan, Camden, South Carolina. Mr. Sullivan is retired
and the Chairman of the Board of Directors of BCBS and is a director
of Companion.
C. Neither BCBS nor Companion nor any of their executive officers or
directors listed above have, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which it, he or she was or is subject to
any judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, state or federal securities laws
or finding any violation with respect to such laws.
All of the individuals named above are citizens of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration
The shares of common stock as to which this filing relates were purchased
for $599,995 with working capital of Companion.
Item 4. Purpose of Transaction
The purpose of the acquisition of the securities by Companion is for
investment, and to assist the Issuer in expanding facilities used by subscribers
of Companion and BCBS in conjunction with services offered by Companion and BCBS
and to assure access to such facilities and related services. Companion may
acquire additional shares of the Issuer's common stock by exercise of its option
described in Item 5. Neither BCBS nor Companion presently have any plans to
acquire additional shares although either or both may do so.
Item 5. Interest in Securities of the Issuer
Companion is the record and beneficial owner of 1,897,351 shares, or
47.0%, of the Issuer's common stock, with respect to which it has sole voting,
investment and dispositive power. BCBS may be deemed to have indirect beneficial
ownership of the same shares by virtue of its ownership of all of the stock of
and ability to elect all of the directors of Companion; nevertheless, BCBS
disclaims such beneficial ownership and hereby declares that pursuant to Rule
13d-4, the filing of this Schedule 13D shall not be construed as an admission
that BCBS is the beneficial owner of any of the shares covered by such filing.
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Schedule 13D Page 6 of 7 Pages
No other person named in Item 2 is the beneficial owner of any of the
common stock of the Issuer.
218,180 shares were purchased on December 15, 1995, from the Issuer for
$599,995. The Issuer has also granted Companion the option to purchase
additional shares of its common stock to permit it to own up to 47% of the
outstanding common stock of the Issuer. If the option is exercised in
conjunction with the sales of common stock by the Issuer to third parties
(except where the third party sales are compensation, or result from options
granted as compensation, to employees of Issuer), the option may be exercised
for the average per share price of sales to third parties. Otherwise the
purchase price is the average closing bid price or such other price as may be
agreed upon.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
See the last paragraph of Item 5 above.
Item 7. Material to be Filed as Exhibits
(a) Copy of the written agreement relating to the filing of joint
acquisition statements.*
(b) Stock Purchase Agreement dated as of December 7,1993, by and between
Companion and the Issuer.*
(c) Stock Purchase Agreement dated November 3, 1995 by and between
Companion and the Issuer.*
*Previously filed
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Schedule 13D Page 7 of 7 Pages
Signatures
After reasonable inquiry and to the best of my knowledge and belief, I
certify the information set forth in this amended statement is true, complete
and correct.
BLUE CROSS AND BLUE SHIELD
OF SOUTH CAROLINA
January 8, 1996
____________________ By: Robert A. Leichtle
Date
COMPANION HEALTHCARE CORPORATION
January 8, 1996
_____________________ By: Robert A. Leichtle
Date
